Loan Contract (Summary Translation) China Construction Bank
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Exhibit
10.4
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Loan
Contract
(Summary Translation)
(Summary Translation)
China
Construction Bank
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Borrower:
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Fuwei
Films (Shandong) Co., Ltd.
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Legal
Representative:
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Xiaoan
He
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Legal
Address:
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358
Dongfeng Xxxx Xxxxxx, Xxx Xxxxxxxx, Xxxxxxx
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000000
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Telephone:
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0000000
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Fax:
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0000000
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Lender:
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Weifang
Branch, China
Construction Bank
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Responsible
Person:
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Tingqiang
Wang
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Correspondence
Address:
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00,
Xxxxxx Xxxx, Xxxxxx Xxxxxxxx, Xxxxxxx
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000000
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Telephone:
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0000000
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Fax:
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Both
parties agree to the following terms:
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1
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Loan
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1.1
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Currency:
Renminbi (RMB)
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1.2
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Amount:
12,600,000 Only
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1.3
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The
proceeds of the Loan under this Contract shall be used for the
repayment of the loan under the contract No.
2005-GLDK-10.
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1.4
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Loan
Period: Commencing from September
16, 2005, to January 20, 2006.
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2
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Interest
Rate and Computation of Interest
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2.1
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Loan
interest rate (fixed): 6.138% (annually
/monthly)
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-2-
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2.2.1
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The
penalty interest: 9.207% (annually/monthly)
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2.2.2
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The
penalty interest : 12.276% if the loan is not used as described in
this
contract.
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2.2.3
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The
penalty interest: 9.207% if repayment is after the maturity
date.
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2.3.
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The
beginning date to bear the interest is the date on which the first
partial
loan to be transferred to Borrower’s account.
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2.4.
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computation
of the interests are as follows: daily interest is equal to the monthly
interest/30, also equal to the annually interest/360.
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2.5.
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Interest
settlement:
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2.5.1
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Fixed
interest will be computed by the fixed rate as above.
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2.5.2
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Interest
settlement on the 20th
day of each month.
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3
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Granting
and Repayment of Loan
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3.1
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Lender
shall start to grant the proceeds of the loan in five ( 5) days scheduled
as below upon Borrowers’ satisfaction to the conditions in Section 3.2 .
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Granting
Date Granting
Amount
16
day 09 month 2005 Year; 12,600,000
(amount in
English)
___
day
___ month ___ Year; ________________________(amount in English)
___
day
___ month ___ Year; ________________________(amount in English)
___
day
___ month ___ Year; ________________________(amount in English)
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3.2
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Unless
all of the following conditions are satisfied, Lender has the right
to
refuse to grant the Loan:
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3.2.1
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Borrower
has already completed the statutory procedures including obtaining
related
permit, approval and registration from the government and such permit,
approval and registration remain in full force and
effect.
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-3-
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3.2.2
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The
guarantee contract (if any) under this Contract has come into effect
and
remains in full force and effect.
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3.2.3
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The
financial condition of the Borrower does not have any substantial
adverse
changes.
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3.2.4
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Borrower
is not in breach of this Contract.
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3.3.1
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The
repayment of the interests will be prior to the repayment of the
principal.
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3.3.2
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The
interests will be repaid on the interest settlement
date.
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3.3.3
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Repayment
of the loan:
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Repayment
Date
Repayment
Amount
02
day 01
month 2006
Year; 12,600,000
(amount
in English)
___
day
___ month ___ Year; ________________________(amount in English)
___
day
___ month ___ Year; ________________________(amount in English)
___
day
___ month ___ Year; ________________________(amount in
English)
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3.4.1
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Borrower
shall repay the interests prior to the scheduled date with a notice
to the
Lender.
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3.4.2
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Borrower
shall repay portion or total of the loan prior to the scheduled date
upon
30 days prior written notice to the Lender and upon Lender’s
consent.
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3.4.3
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Interests
will be computed on a daily basis and in accordance to the loan rate
set
forth in the Section 4.
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3.4.4
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Borrower
agrees to compensate Lender for its advance repayment of the principal
as
following: amount of the compensation is equal to the repayment amount
of
the principal X 0.005% X actual days difference.:
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-4-
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4
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Representation
and Guarantee of the Borrower
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4.1
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Borrower
is an independent entity and has the necessary contractual capacity
to
perform this Contract and will be liable for its non-performance
of its
obligations hereunder.
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4.2
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The
execution and performance of this Contract is the true intention
of the
Borrower, and the Borrower has all necessary consents, approvals
and
authorizations to perform its obligations.
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4.3
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All
the documents, reports, data and information provided by the Borrower
to
the Lender during the execution and performance of this Contract
are true,
accurate, complete and in full effect, and Borrower has not withheld
any
information which may affect the evaluation of its financial status
and
repayment ability.
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5
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Rights
and Obligations of Lender
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5.1
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Lender
has the right to be repaid the principal, receive interest (including
compound, overdue and appropriated penalty interest) and the necessary
expenses from the Borrower in accordance with this Contract. Lender
has
the right to exercise any other rights under the relevant laws and
regulations or stipulated in this Contract.
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5.2
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Except
as otherwise specified under this contract, Lender shall keep all
the
financial and operation data and information confidential unless
compelled
by requirements of applicable laws and regulations
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6
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Rights
and Obligations of Borrower
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6.1
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Borrower
shall provide the Lender with its true and accurate operational and
financial information in accordance with Lender’s requirement, including
but not limited to the balance sheet, the income statement and the
cash
flow statement.
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-5-
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6.1
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Borrower
shall repay the Loan under this Contract and pay the interest hereunder
in
accordance with the date, amount, currency set forth in this Contract.
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6.2
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Borrower
shall not use the proceeds of the Loan for any usage not stipulated
in
this Contract.
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6.3
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Borrower
shall be liable for the expenses under this Contract, including but
not
limited to, expenses for notary service, authentication, evaluation
and
registration.
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6.4
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Borrower
shall comply with the operation procedure and the general practice
of the
Lender and loan application, including but not limited to, facilitating
Lender’s examination and supervision on Borrower’s operation status, and
providing all the financial statements, or any other data and information
requested by Lender, and shall guarantee that such documents, data
and
information are true, complete and accurate.
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6.5
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If
any one of the following events occurs, Borrower shall notify the
Lender
within X days and shall not commence such activities unless the Loan
and
interest under this Contract are repaid completely, or a repayment
schedule and guarantee are approved and accepted by the Lender. These
are
as follows:
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6.5.1
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Selling,
donating, renting, lending, assigning, mortgaging, pledging or disposing
of all or substantial part of its assets.
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6.5.2
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Any
substantial changes in organization or structure of the Borrower,
including but not limited to, its operation, subcontracting, lease,
affiliation, company restructuring, joint-stock, merger (consolidation),
equity joint-venture (non-equity), spin-off, incorporation of subsidiary,
asset assignment, reduction of registered capital, etc.
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-6-
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6.6
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Borrower
shall notify the Lender within X days of occurrence of any of the
following events:
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6.6.1
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Amendment
of the Articles of Association, change of Borrower’s name, change of legal
representative , change of domicile, change of address, and change
in the
scope of its business.
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6.6.2
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Borrower
or Guarantor’s (if any) intention to file for
bankruptcy.
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6.6.2
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Borrower’s
involvement in any major litigation or arbitration, or any lien or
encumbrance is imposed on its assets.
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6.6.4
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Borrower’s
guarantee to any other third party, which will have an adverse effect
on
its financial status and ability to perform its obligations under
this
Contract.
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6.6.5
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Borrower
enters into a contract which will have a material adverse effect
on its
operation and financial status.
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6.6.6
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Borrower
or Guarantor (if any) stops its operation, its business terminates
or its
business license is revoked.
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6.6.7
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Borrower’s
legal representative or senior management has committed a criminal
offence.
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6.6.8
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Borrower
faces substantial hardship in managing its business or any other
event
which will have an adverse effect on the financial status or ability
of
the Borrower to repay the Loan.
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6.6.9
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Any
changes to the form of collateral under this Contract that may have
adverse effect on Lender’s right shall be made upon Lender’s consent.
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7
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Breach
of Contract
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7.1
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In
the event of the occurrence of any of the following events, Lender
has the
right to suspend the drawing of the proceeds of the Loan and require
repayment of the principal of the Loan partially or completely before
the
maturity date and demand that the Borrower repay the principal of
the Loan
and pay the interest hereunder. These are as
follows:
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-7-
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7.1.1
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Borrower’s
representations and warranties in Section 4 are not true;
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7.1.2
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Borrower
is in breach of this Contract;
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7.1.3
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The
events set forth in Section 6.6 have occurred and Lender believes
that
such event will have a material adverse effect on its rights as a
creditor; or
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7.1.4
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Borrower
has delayed its performance or is in breach of other contracts entered
into between Borrower and Lender, and has not provided the Lender
with any
remedy upon notification by Lender.
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7.2
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In
the event that Borrower fails to repay the principal or interest
in full
in a timely fashion, or to use the proceeds of the Loan as set forth
in
this Contract, Lender has the right to use the overdue penalty interest
rate and appropriate penalty interest rate to calculate the
interest.
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7.3
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In
the event that Borrower fails to repay the principal or interest
in full
in a timely fashion, Borrower shall be liable for the Lender’s expenses in
exercising its creditor’s rights, including litigation cost (arbitration
fee), costs of preservation of asset, costs of publication, enforcement
costs, legal fees, travel and other expenses.
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7.4
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the
interest of the Loan or avoids the repayment intentionally, Lender
has the
right to inform relevant government authority and to publish the
payment
notification in the news media.
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8
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Dispute
Resolution
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Any
dispute arising from or in connection with this Contract shall be resolved
by
the first method listed below:
-8-
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1.
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File
a lawsuit to the competent court in the place where Lender is located;
or
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2.
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Submit
the disputes to ________arbitration committee for arbitration in
accordance with the currently effective arbitration rules of such
committee. The arbitral award is final and is legally binding upon
both
Parties.
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9
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Miscellaneous
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9.1
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This
Contract comes into effect upon both Parties’ execution of this
contract.
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9.2
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This
Contract is executed in
four (4) counterparts. Each of the Parties and Guarantor shall keep
one
counterpart.
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IN
WITNESS WHEREOF,
the
parties hereto have executed this Contract as of the day and year first set
forth below.
September
16, 2005
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Borrower
(seal):
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Lender
(seal):
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Legal
Representative or Authorized Person
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Responsible
Person or Authorized Person
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Xiaoan
He
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Bank
of Communication
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(signature
or seal)
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(signature
or seal)
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-9-
